Exhibit 10.1


 


EKSO
BIONICS HOLDINGS, INC.


 


EKSO BIONICS, INC.


 


WESTERN ALLIANCE BANK, AN
ARIZONA CORPORATION


 


LOAN AND SECURITY AGREEMENT


 




     


     


    

 


This Loan
And Security Agreement (“Agreement”) is entered into as of December 30, 2016, by and among Western
Alliance Bank, an Arizona corporation (“Bank”), and EKSO BIONICS HOLDINGS, INC., a Nevada corporation
(“Parent”), and EKSO BIONICS, INC., a Delaware corporation (“Ekso”) (individually and collectively,
jointly and severally, “Borrower”).


 


Recitals


 


Borrower
wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the
terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.


 


Agreement


 


1.             Definitions
and Construction.


 


1.1           Definitions.
As used in this Agreement, the following terms shall have the following definitions:


 


“Accounts”
means all presently existing and hereafter arising accounts, contract rights, payment intangibles, and all other forms of obligations
owing to Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other
technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties,
and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower’s Books relating
to any of the foregoing.


 


“Affiliate”
means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls
or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors,
and partners.


 


“Amortization
Date” is February 1, 2018; provided, however, that if Ekso requests and Bank advances the Term B Loan, then the Amortization
Date shall automatically be extended to August 1, 2018.


 


“Bank
Expenses” means all: reasonable out-of-pocket costs or expenses (including reasonable attorneys’ fees and expenses)
incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; reasonable out-of-pocket
Collateral audit fees; and Bank’s reasonable out-of-pocket attorneys’ fees and expenses incurred in amending, enforcing
or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding,
whether or not suit is brought.


 


“Borrower’s
Books” means all of Borrower’s books and records including: ledgers; records concerning Borrower’s assets or
liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment
containing such information.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized
or required to close.


 


“Change
in Control” shall mean a transaction in which any “person” or “group” (within the meaning of Section
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then
outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group”
to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction.


 


“Closing Date” means
the date of this Agreement.


 


“Code” means the California Uniform Commercial Code.


 




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“Collateral” means
the property described on Exhibit A attached hereto.


 


“Contingent
Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with
respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another; (ii) any obligations with respect
to undrawn letters of credit, corporate credit cards, or merchant services issued or provided for the account of that Person; and
(iii) all obligations arising under any agreement or arrangement designed to protect such Person against fluctuation in interest
rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall
not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation
shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent
Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined
by Bank in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations
under the guarantee or other support arrangement.


 


“Copyrights”
means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship
and derivative work thereof.


 


“Credit
Extension” means each Term Loan or any other extension of credit by Bank for the benefit of Borrower hereunder.


 


“Current
Assets” means, as of any applicable date, all amounts that should, in accordance with GAAP, be included as current assets
on the consolidated balance sheet of Borrower and its Subsidiaries as at such date.


 


“Daily Balance” means
the amount of the Obligations owed at the end of a given day.


 


“Designated Deposit Account”
means Borrower’s primary depository or operating account with Bank.


 


“Domestic Subsidiary”
means a Subsidiary organized under the laws of the United States or any state or


territory thereof or the District
of Columbia.


 


“Draw
Period” is the period commencing on the Draw Period Start Date and ending on the earlier of (i) December 31, 2017 and (ii)
the occurrence of an Event of Default; provided, however, that the Draw Period shall not commence if on the date of the occurrence
of the Draw Period Start Date an Event of Default has occurred and is continuing.


 


“Draw
Period Milestone” is the achievement, after the Closing Date but prior to December 31, 2017, of receipt by Borrower of at
least Fifteen Million Dollars ($15,000,000) of New Equity.


 


“Draw
Period Start Date” means the date on which Bank has received written evidence, in form and substance reasonably satisfactory
to Bank, that Borrower has achieved the Draw Period Milestone.


 


“Equipment”
means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments
in which Borrower has any interest.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.


 


“Event of Default”
has the meaning assigned in Article 8.


 


“Final
Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus accrued interest)
due on the earliest to occur of (a) the Term Loan Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment
of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal amount of such Term Loan multiplied by the Final
Payment Percentage, payable to Bank.


 


“Final Payment Percentage”
is three and one half percent (3.50%).


 




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“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.


 


“Funding
Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.


 


“GAAP” means generally
accepted accounting principles as in effect from time to time.


 


“Indebtedness”
means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation
reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes,
bonds, debentures or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.


 


“Index
Rate” means the thirty (30) day U.S. LIBOR rate reported in the Wall Street Journal as of the first calendar day of each
month.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy
Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or
informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or
other relief.


 


“Intellectual
Property” means all of Borrower’s right, title, and interest in and to the following: Copyrights, Trademarks and Patents;
all trade secrets, all design rights, claims for damages by way of past, present and future infringement of any of the rights included
above, all licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising
from such use to the extent permitted by such license or rights; all amendments, renewals and extensions of any of the Copyrights,
Trademarks or Patents; and all proceeds and products of the foregoing, including without limitation all payments under insurance
or any indemnity or warranty payable in respect of any of the foregoing.


 


“Inventory”
means all inventory in which Borrower has or acquires any interest, including work in process and finished products intended for
sale or lease or to be furnished under a contract of service, of every kind and description now or at any time hereafter owned
by or in the custody or possession, actual or constructive, of Borrower, including such inventory as is temporarily out of its
custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds,
resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Borrower’s
Books relating to any of the foregoing.


 


“Investment”
means any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance
or capital contribution to any Person.


 


“IRC” means the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.


 


“Lien” means any mortgage,
lien, deed of trust, charge, pledge, security interest or other encumbrance.


 


“Loan Documents”
means, collectively, this Agreement, the Success Fee Agreement any note or notes executed by Borrower, and any other agreement
entered into in connection with this Agreement, all as amended or extended from time to time.


 


“Material
Adverse Effect” means a material adverse effect on (i) the business operations, condition (financial or otherwise) or prospects
of Borrower and its Subsidiaries taken as a whole or (ii) the ability of Borrower to repay the Obligations or otherwise perform
its obligations under the Loan Documents or (iii) the value or priority of Bank’s security interests in the Collateral.


 


“Monthly
Cash Burn” means, for any period of determination, Borrower’s average monthly net income (loss), with the following
expenses added back: (a) amortization, (b) depreciation, (c) non-cash stock-based compensation, (d) non-cash interest expenses
and (e) non-cash losses on warrant liabilities (or similar non-cash items), as reduced by gains on non-cash warrant liabilities
(or similar non-cash items), in each case for the trailing six (6) month period, all determined in accordance with GAAP and calculated
on a trailing six (6) month basis, plus the average monthly principal due and payable on interest-bearing liabilities in the immediately
succeeding three (3) month period.


 






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“Negotiable
Collateral” means all letters of credit of which Borrower is a beneficiary, notes, drafts, instruments, securities, documents
of title, and chattel paper, and Borrower’s Books relating to any of the foregoing.


 


“New
Equity” means net cash proceeds received after the Closing Date from the sale and/or issuance of Borrower’s equity
securities, including, without limitation, in connection with the exercise of warrants therefor (regardless of whether such warrants
are issued prior to or following the Closing Date).


 


“Obligations”
means all debt, principal, interest, the Prepayment Fee, the Final Payment, Bank Expenses and other amounts owed to Bank by Borrower
pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter
arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability,
or obligation owing from Borrower to others that Bank may have obtained by assignment or otherwise.


 


“Patents”
means all patents, patent applications and like protections including without limitation improvements, divisions, continuations,
renewals, reissues, extensions and continuations-in-part of the same.


 


“Payment Date” means
the first (1st) calendar day of each calendar month.


 


“Periodic
Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay
to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and
Bank.


 


“Permitted Indebtedness”
means:


 





(a)          Indebtedness
of Borrower in favor of Bank arising under this Agreement or any other Loan Document;


(b)          Indebtedness
existing on the Closing Date and disclosed in the Schedule;


 


(c)          Indebtedness
secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided (i) such Indebtedness does
not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and (ii) such Indebtedness
does not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate at any given time;


 


(d)          Subordinated
Debt;


 


(e)          Unsecured
Indebtedness to trade creditors incurred in the ordinary course of business;


 


(f)          Indebtedness
incurred as a result of endorsing negotiable instruments received in the ordinary course of business; and


 


(g)          extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (f) above, provided
that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower
or its Subsidiary, as the case may be.


 


“Permitted Investment”
means:


 


(a)          Investments
existing on the Closing Date disclosed in the Schedule;


 




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(b)          (i)
marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof
maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from
the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation
or Moody’s Investors Service, (iii) certificates of deposit maturing no more than one (1) year from the date of investment
therein issued by Bank and (iv) Bank’s money market accounts;


 


(c)          Investments
consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course
of Borrower;


 


(d)          Investments
consisting of deposit accounts in which Bank has a perfected security interest;


(e)          Investments
accepted in connection with Transfers permitted by Section 7.1;


 


(f)          Investments
consisting of the creation of a Subsidiary for the purpose of consummating a merger transaction permitted by Section 7.3 of this
Agreement, which is otherwise a Permitted Investment;


 


(g)          Investments
(i) by Parent in Ekso, (ii) by Borrower or any Domestic Subsidiaries that have become co-borrowers or guarantors in accordance
with Section 6.11 hereof in any Domestic Subsidiaries that have become co-borrowers or guarantors in accordance with Section 6.11
hereof, (iii) by Borrower or any Subsidiaries in any Subsidiary (other than a Domestic Subsidiary described above in clause (i))
not to exceed in any fiscal year the sum of One Hundred Fifty Thousand Dollars ($150,000) and the operating expenses and subject
to Section 7.12, capital expenditures, included for such Subsidiary for such fiscal year in the projections delivered to Bank as
of the Closing Date and (iv) by Borrower in any Subsidiary to the extent existing on the Closing Date and disclosed in the Schedule;


 


(h)          Investments
consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of
business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors; not to exceed in the aggregate
for (i) and (ii), Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year;


 


(i)          Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement
of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;


 


(j)          Investments
consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates,
in the ordinary course of business; provided that this paragraph (j) shall not apply to Investments of Borrower in any Subsidiary;
and


 


(k)          joint
ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive or exclusive
licensing of technology (to the extent the same constitute Permitted Licenses), the development of technology or the providing
of technical support, provided that any cash investments by Borrower do not exceed Two Hundred Fifty Thousand Dollars ($250,000)
in the aggregate in any fiscal year.


 






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“Permitted
Licenses” are (A) licenses existing on the Closing Date disclosed in the Schedule, (B) licenses of over-the-counter software
that is commercially available to the public, and (C) non-exclusive and exclusive licenses for the use of the Intellectual Property
of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to
each such license described in clause (D), (i) no Event of Default has occurred or is continuing at the time of such license;
(ii) the license constitutes an arms-length transaction, the terms of which, on their face, do not provide for legal transfer
of title of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to
pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property other than, in the
case of an exclusive license, as provided in clause (iii)(y) of this definition; (iii) in the case of any exclusive license, (x)
Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Bank and
delivers to Bank copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation
thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive
in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United
States, provided that the foregoing territorial restriction shall not apply to a license exclusive as to field of use if the field
of use contemplated therein is not one as to which Borrower generates or is anticipated to generate (in either case, at the time
of the granting of such license) revenue in excess of five percent (5%) of Borrower’s consolidated revenue, based on the
projections provided to Bank in accordance with Section 6.3(c) hereof; and (iv) all upfront payments, royalties, milestone payments
or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a deposit
account maintained with the Bank or to a deposit account that is governed by a control agreement. Permitted Licenses shall also
include any amendments to the licenses described in clauses (A) and (C) above, provided that no such amendment shall provide for
legal transfer of title of the Intellectual Property subject thereto and shall not restrict the ability of Borrower or any of
its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer the Intellectual
Property subject thereto other than, in the case of an exclusive license, as provided in clause (iii)(y) of this definition).


 


“Permitted Liens”
means the following:


 


(a)          Any
Liens existing on the Closing Date and disclosed in the Schedule or arising under this Agreement or the other Loan Documents;


 


(b)          Liens
for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by
appropriate proceedings, provided the same have no priority over any of Bank’s security interests;


 


(c)          Liens
(i) upon or in any equipment which was not financed by Bank acquired or held by Borrower or any of its Subsidiaries to secure the
purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment,
or (ii) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so
acquired and improvements thereon, and the proceeds of such equipment;


 


(d)          Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business
so long as such Liens attach only to Inventory and which are not delinquent or remain payable without penalty or which are being
contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of
the property subject thereto;


 


(e)          Liens
to secure payment of workers’ compensation, employment insurance, old- age pensions, social security and other like obligations
incurred in the ordinary course of business (other than Liens imposed by ERISA);


 


(f)          leases
or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person,
in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal
property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another
Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not
prohibit granting Bank a security interest therein;


 


(g)          Liens
arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections
8.4 and 8.7;


 


(h)          Liens
consisting of Permitted Licenses;


 






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(i)          Liens
in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at
such institutions, provided that Borrower is permitted under the terms of this Agreement to maintain such accounts and Bank has
a perfected security interest in the amounts held in such deposit and/or securities accounts; and


 


(j)          Liens
incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in
clauses (a) through (i) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered
by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.


 


“Person”
means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.


 


“Prepayment
Fee” is, with respect to any Term Loan subject to prepayment prior to the first anniversary of the Funding Date applicable
thereto, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to Bank in amount equal
to one percent (1.00%) of the principal amount of the Term Loan prepaid; provided, however, that no Prepayment Fee shall be due
if any such prepayment occurs in connection with refinancing such Term Loan with Bank.


 


“Responsible
Officer” means each of the Chief Executive Officer, the Chief Financial Officer, Treasurer, Assistant Treasurer and the Controller
of Borrower.


 


“Schedule” means the
schedule of exceptions attached hereto and approved by Bank, if any.


 


“Shares”
is (i) one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or
held of record by Borrower or Borrower’s Subsidiary, in any Domestic Subsidiary; and (ii) sixty-five percent (65%) of
the issued and outstanding capital stock, membership units or other securities owned or held of record by Borrower or any
Domestic Subsidiary in any Foreign Subsidiary.


 


“Success
Fee Agreement” means that certain Success Fee Agreement, between Borrower and Bank, dated as of December 30, 2016.


 


“Subordinated
Debt” means any debt incurred by Borrower that is subordinated to the debt owing by Borrower to Bank on terms acceptable
to Bank (and identified as being such by Borrower and Bank).


 


“Subsidiary”
means any corporation, company or partnership in which (i) any general partnership interest or (ii) more than 50% of the stock
or other units of ownership which by the terms thereof has the ordinary voting power to elect the Board of Directors, managers
or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through
an Affiliate.


 


“Term Loan” is defined
in Section 2.2(a)(ii) hereof.


 


“Term A Loan” is defined in Section 2.2(a)(i) hereof.


 


“Term B Loan” is defined
in Section 2.2(a)(ii) hereof.


 


“Term Loan Maturity Date” means January 1, 2021.


 


“Trademarks”
means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and
like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


1.2           Accounting
Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all calculations
made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements” shall include
the notes and schedules thereto.


 






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2.          Loan
and Terms Of Payment.


 


2.1        Credit
Extensions.


 


Borrower
promises to pay to the order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of
all Credit Extensions made by Bank to Borrower hereunder. Borrower shall also pay interest on the unpaid principal amount of such
Credit Extensions at rates in accordance with the terms hereof.


 


2.2        Term
Loans.


 


(a)          Availability.


 


(i)          Subject
to the terms and conditions of this Agreement, Bank agrees to make a term loan to Ekso on the Closing Date in an aggregate amount
of Seven Million Dollars ($7,000,000.00) (such term loan the “Term A Loan”). After repayment, the Term A Loan
may not be re-borrowed.


 


(ii)         Subject
to the terms and conditions of this Agreement, during the Draw Period, Ekso may request and Bank agrees to make a term loan to
Ekso in an aggregate amount of Three Million Dollars ($3,000,000.00) (the “Term B Loan”, each Term A Loan or
Term B Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans and the Term B Loans are
hereinafter referred to collectively as the “Term Loans”). After repayment, no Term B Loan may be re-borrowed.


 


(b)          Repayment.
Borrower shall make monthly payments of interest only, in arrears, commencing on the first (1st)
Payment Date following the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter
through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date
of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term
Loan and the first Payment Date thereof. Commencing on the Amortization Date, and continuing on the Payment Date of each month
thereafter, Borrower shall make equal monthly payments of principal, together with applicable interest, in arrears, to Bank, as
calculated by Bank (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Term Loan,
(2) the effective rate of interest, as determined in Section 2.4(a), and (3) a repayment schedule equal to (i) if the Amortization
Date is February 1, 2018, thirty-six (36) months and (ii) if the Amortization Date is August 1, 2018, thirty (30) months. All unpaid
principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Term Loan Maturity Date.
Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 


(c)          Mandatory
Prepayments. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall
immediately pay to Bank, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and
unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other
Obligations that are due and payable, including Bank’s Expenses and interest at the Default Rate with respect to any
past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Term Loan Maturity Date, if the Final
Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay
to Bank, the Final Payment in respect of the Term Loan(s).


 


(d)          Permitted
Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans advanced by
Bank under this Agreement, provided Borrower (i) provides written notice to Bank of its election to prepay the Term Loans at least
thirty (30) days prior to such prepayment, and (ii) pays to Bank on the date of such prepayment, an amount equal to the sum of
(A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the Final
Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Bank’s Expenses and interest
at the Default Rate with respect to any past due amounts.


 






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2.3           Intentionally
Omitted.





 


2.4           Interest
Rates, Payments, and Calculations.


 


(a)          Interest
Rates. Except as set forth in Section 2.4(b) below, each Term Loan shall bear interest, on the outstanding Daily Balance thereof,
at a floating per annum rate equal to the Index Rate plus five and forty-one hundredths of one percent (5.41%).


 


(b)          Late
Fee; Default Rate. If any payment is not made within ten (10) days after the date such payment is due, Borrower shall pay Bank
a late fee equal to the lesser of (i) five percent (5%) of the amount of such unpaid amount or (ii) the maximum amount permitted
to be charged under applicable law, not in any case to be less than $25.00. All Obligations shall bear interest, from and after
the occurrence and during the continuance of an Event of Default, at a rate equal to five (5) percentage points above the interest
rate applicable immediately prior to the occurrence of the Event of Default.


 


(c)          Payments.
Interest hereunder shall be due and payable on each Payment Date. Bank shall, at its option, charge such interest, all Bank Expenses,
and all Periodic Payments against any of Borrower’s deposit accounts (including but not limited to the Designated Deposit
Account), in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not
paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at
the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other
charges, to the end that Bank will receive the entire amount of any Obligations payable hereunder, regardless of source of payment.


 


(d)          Computation.
Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30)
days.


 


2.5           Crediting
Payments. Prior to the occurrence of an Event of Default, Bank shall credit a wire transfer of funds, check or other item of
payment to such deposit account or Obligation as Borrower specifies. After the occurrence of an Event of Default, the receipt by
Bank of any wire transfer of funds, check, or other item of payment shall be immediately applied to conditionally reduce Obligations,
but shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until
such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein,
any wire transfer or payment received by Bank after 12:00 noon Pacific time shall be deemed to have been received by Bank as of
the opening of business on the immediately following Business Day. Whenever any payment to Bank under the Loan Documents would
otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on
the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such
extension.


 


2.6           Fees.
Borrower shall pay to Bank the following:


 


(a)          Loan
Fee. (i) On the Closing Date, a loan fee equal to Thirty-Five Thousand Dollars ($35,000), receipt of which hereby is acknowledged
by Bank, and (ii) on the date Bank advances the Term Loan B, a loan fee equal to Fifteen Thousand Dollars ($15,000), each which
shall be nonrefundable;


 


(b)          Final
Payment. The Final Payment, when due hereunder;


 


(c)          Prepayment
Fee. The Prepayment Fee, when due hereunder; and


 


(d)          Bank
Expenses. On the Closing Date, all Bank Expenses incurred through the Closing Date, and, after the Closing Date, all Bank Expenses,
as and when they are incurred by Bank.


 


2.7           Term.
This Agreement shall become effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect
for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding
the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately
and without notice upon the occurrence and during the continuance of an Event of Default. Notwithstanding such termination, Bank’s
Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.


 






    	 	9	 



     


    

 


3.          Conditions
of Loans.


 


3.1           Conditions
Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a)          this
Agreement;


 


(b)          a
certificate of the respective Secretary of Parent and Ekso with respect to incumbency and resolutions authorizing the execution
and delivery of this Agreement;


 


(c)          UCC
National Form Financing Statement;


 


(d)          the
Success Fee Agreement; in blank;


 


(e)          the
certificate(s) for the Shares of Ekso, together with transfer power(s) executed


 


(f)          a
landlord’s consent executed in favor of Bank with respect to the location of Borrower’s headquarters and each location
leased by a Borrower or Domestic Subsidiary which holds assets with an aggregate value in excess of Two Hundred Fifty Thousand
Dollars ($250,000);


 


(g)          agreement
to provide insurance;


 


(h)          payment
of the fees and Bank Expenses then due specified in Section 2.6 hereof;


 


(i)          current
financial statements of Borrower;


 


(j)          subject
to Section 6.7, a deposit account control agreement with respect to any account permitted hereunder to be maintained outside Bank;
and


 


(k)          such
other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


3.2           Conditions
Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension,
is further subject to the following conditions:


 


(a)          timely
receipt by Bank of (i) the Advance Request Form in the form of Exhibit B-1 attached hereto; and (ii) the Disbursement Letter in
the form of Exhibit B-2 attached hereto; and


 


(b)          the
representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date
of such Advance Request Form and Disbursement Letter, and on the Funding Date of each Credit Extension as though made at and as
of each such date, except that Borrower shall be permitted to update the Schedule with respect to (i) inbound licenses and co-owned
Intellectual Property entered into or acquired after the date hereof, and (ii) additional locations of Inventory and Equipment,
to the extent necessary to avoid breaches of the representations in Sections 5.6 and 5.7 regarding Borrower’s sole ownership
of Intellectual Property and locations at which Inventory and Equipment is located, and no Event of Default shall have occurred
and be continuing, or would exist after giving effect to such Credit Extension. The making of each Credit Extension shall be deemed
to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to
in this Section 3.2.


 




    	 	10	 



     


    

 


3.3           Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan set forth
in this Agreement, to obtain a Term Loan, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile,
or telephone by 12:00 noon Pacific time three (3) Business Days prior to the date the Term Loan is to be made. Together with any
such electronic, facsimile or telephonic notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed
Disbursement Letter executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a
person whom Bank reasonably believes is a Responsible Officer or designee. On the Funding Date, Bank shall credit and/or transfer
(as applicable) to the Designated Deposit Account, the amount of such Term Loan.


 


4.          Creation
of Security Interest.


 


4.1           Grant
of Security Interest. Borrower grants and pledges to Bank a continuing security interest in all presently existing and hereafter
acquired or arising Collateral in order to secure prompt repayment of any and all Obligations and in order to secure prompt performance
by Borrower of each of its covenants and duties under the Loan Documents. Except as set forth in the Schedule, such security interest
constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first
priority security interest in Collateral acquired after the date hereof.


 


4.2           Delivery
of Additional Documentation Required. Borrower shall from time to time execute and deliver to Bank, at the request of Bank,
all Negotiable Collateral, all financing statements and other documents that Bank may reasonably request, in form satisfactory
to Bank, to perfect and continue the perfection of Bank’s security interests in the Collateral and in order to fully consummate
all of the transactions contemplated under the Loan Documents. Borrower from time to time may deposit with Bank specific time deposit
accounts to secure specific Obligations. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts
thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the
Obligations are outstanding.


 


4.3           Right
to Inspect. Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from
time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred
and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral
in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.


 


4.4           Pledge
of Collateral. Borrower hereby pledges, assigns and grants to Bank a security interest in all the Shares, together with all
proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities
declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance
of the Obligations. On the Closing Date, or, to the extent not certificated as of the Closing Date, within ten (10) days of the
certification of any Shares, the certificate or certificates for the Shares will be delivered to Bank, accompanied by an instrument
of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower
shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the
Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may effect the transfer of any securities
included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates
representing such securities to be issued in the name of Bank or its transferee. Borrower will execute and deliver such documents,
and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s
security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to
exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided
that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the
terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give
consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.


 






    	 	11	 



     


    

 





5.          Representations
and Warranties.


 


Borrower represents and warrants
as follows:


 


5.1           Due
Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing under the laws of its state of
incorporation and qualified and licensed to do business in any state in which the conduct of its business or its ownership of property
requires that it be so qualified.


 


5.2           Due
Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers,
have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s
Articles or Certificate of Incorporation or Bylaws, nor will they constitute an event of default under any material agreement to
which Borrower is a party or by which Borrower is bound. Borrower is not in default under any material agreement to which it is
a party or by which it is bound.


 


5.3           No
Prior Encumbrances. Borrower has good and marketable title to its property, free and clear of Liens, except for Permitted Liens.


 


5.4           Bona
Fide Accounts. The Accounts are bona fide existing obligations. The property and services giving rise to such Accounts has
been delivered or rendered to the account debtor or to the account debtor’s agent for immediate and unconditional acceptance
by the account debtor. Borrower has not received notice of actual or imminent Insolvency Proceeding of any account debtor.


 


5.5           Merchantable
Inventory. All Inventory is in all material respects of good and marketable quality, free from all material defects, except
for Inventory for which adequate reserves have been made.


 


5.6           Intellectual
Property. Except as set forth in the Schedule and for Permitted Licenses, Borrower is the sole owner of the Intellectual Property,
except for non-exclusive or exclusive licenses granted by Borrower to its customers in the ordinary course of business. Each of
the issued Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable,
in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party.
Except as set forth in the Schedule and for Permitted Licenses, Borrower is not a party to, or bound by, any agreement with respect
to Intellectual Property that restricts the grant by Borrower of a security interest in Borrower’s rights under such agreement.


 


5.7           Name;
Location of Chief Executive Office. Except as disclosed in the Schedule, Borrower has not done business under any name other
than that specified on the signature page hereof. The chief executive office of Borrower is located at the address indicated in
Section 10 hereof. All Borrower’s Inventory and Equipment is located only at the locations set forth in the Schedule.


 


5.8           Litigation.
Except as set forth in the Schedule, there are no actions or proceedings pending by or against Borrower or any Subsidiary before
any court or administrative agency in which an adverse decision could have a Material Adverse Effect, or a material adverse effect
on Borrower’s interest or Bank’s security interest in the Collateral.


 


5.9           No
Material Adverse Change in Financial Statements. All consolidated and consolidating financial statements related to Borrower
and any Subsidiary that Bank has received from Borrower fairly present in all material respects Borrower’s financial condition
as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There
has not been a material adverse change in the consolidated or the consolidating financial condition of Borrower since the date
of the most recent of such financial statements submitted to Bank.


 


5.10         Solvency,
Payment of Debts. Borrower is solvent and able to pay its debts (including trade debts) as they mature.


 




    	 	12	 



     


    

 


5.11         Regulatory
Compliance. Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit
plans subject to ERISA, and no event has occurred resulting from Borrower’s failure to comply with ERISA that could result
in Borrower’s incurring any material liability. Borrower is not an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940. Borrower is not engaged principally,
or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Borrower has complied with
all the provisions of the Federal Fair Labor Standards Act. Borrower has not violated any statutes, laws, ordinances or rules applicable
to it, violation of which could have a Material Adverse Effect.


 


5.12         Environmental
Condition. Except as disclosed in the Schedule, none of Borrower’s or any Subsidiary’s properties or assets has
ever been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous owners or operators, in
the disposal of, or to produce, store, handle, treat, release, or transport, any hazardous waste or hazardous substance other than
in accordance with applicable law; to the best of Borrower’s knowledge, none of Borrower’s properties or assets has
ever been designated or identified in any manner pursuant to any environmental protection statute as a hazardous waste or hazardous
substance disposal site, or a candidate for closure pursuant to any environmental protection statute; no lien arising under any
environmental protection statute has attached to any revenues or to any real or personal property owned by Borrower or any Subsidiary;
and neither Borrower nor any Subsidiary has received a summons, citation, notice, or directive from the Environmental Protection
Agency or any other federal, state or other governmental agency concerning any action or omission by Borrower or any Subsidiary
resulting in the releasing, or otherwise disposing of hazardous waste or hazardous substances into the environment.


 


5.13         Taxes.
Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made
adequate provision for the payment of, all taxes reflected therein.


 


5.14         Subsidiaries.
Borrower does not own any stock, partnership interest or other equity securities of any Person, except with respect to its Subsidiaries
and for Permitted Investments.


 


5.15         Government
Consents. Borrower and each Subsidiary have obtained all material consents, approvals and authorizations of, made all declarations
or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s
business as currently conducted.


 


5.16         Accounts.
Except as permitted under Section 6.7, none of Borrower’s nor any Domestic Subsidiary’s cash or investments is maintained
or invested with a Person other than Bank.


 


5.17         Shares.
Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that
would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions,
warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares.
The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To Borrower’s
knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding,
and Borrower knows of no reasonable grounds for the institution of any such proceedings.


 


5.18         Use
of Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business
requirements in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes.


 


5.19         Full
Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement furnished
to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements
contained in such certificates or statements not misleading.


 




    	 	13	 



     


    

 


6.          Affirmative
Covenants.


 


Borrower shall do all of the following:


 


6.1           Good
Standing. Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in its jurisdiction
of incorporation and maintain qualification in each jurisdiction in which it is required under applicable law. Borrower shall maintain,
and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which could
have a Material Adverse Effect.


 


6.2           Government
Compliance. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect
to any employee benefit plans subject to ERISA. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes,
laws, ordinances and government rules and regulations to which it is subject, noncompliance with which could have a Material Adverse
Effect.


 


6.3           Financial
Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event
within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement,
and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP,
consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any
event within ninety (90) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower
prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an
independent certified public accounting firm reasonably acceptable to Bank; (c) copies of all statements, reports and notices
sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable,
all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d)   promptly
upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary
that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars($100,000) individually or
Two Hundred Fifty Thousand ($250,000) in the aggregate or more; (e)   as
soon as available, but in any event within thirty (30) days after the end of each fiscal year of Borrower, (i) annual operating
budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower,
as approved by Borrower’s board of directors, and (ii) annual financial projections for the following fiscal year, together
with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales
projections, operating plans or other financial information as Bank may reasonably request from time to time.


 


Borrower shall
deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially
the form of Exhibit C hereto.


 


Bank shall
have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense,
provided that such audits will be conducted no more often than once per year unless an Event of Default has occurred and is continuing.


 


6.4           Inventory;
Returns. Borrower shall keep all Inventory in good and marketable condition, free from all material defects except for Inventory
for which adequate reserves have been made. Returns and allowances, if any, as between Borrower and its account debtors shall be
on the same basis and in accordance with the usual customary practices of Borrower, as they exist at the time of the execution
and delivery of this Agreement. Borrower shall promptly notify Bank of all returns and recoveries and of all disputes and claims,
where the return, recovery, dispute or claim involves more than Two Hundred Fifty Thousand Dollars ($250,000).


 


6.5           Taxes.
Borrower shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all material federal, state,
and local taxes, assessments, or contributions required of it by law, and will execute and deliver to Bank, on demand, appropriate
certificates attesting to the payment or deposit thereof; and Borrower will make, and will cause each Subsidiary to make, timely
payment or deposit of all material tax payments and withholding taxes required of it by applicable laws, including, but not limited
to, those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request,
furnish Bank with proof satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments or deposits; provided
that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by
appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.


 






    	 	14	 



     


    

 


6.6           Insurance.


 


(a)          Borrower,
at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards
and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations
where Borrower’s business is conducted on the date hereof. Borrower shall also maintain insurance relating to Borrower’s
business, ownership and use of the Collateral in amounts and of a type that are customary to businesses similar to Borrower’s.


 


(b)          All
such policies of insurance shall be in such form, with such companies, and in such amounts as are reasonably satisfactory to Bank.
All such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Bank,
showing Bank as an additional loss payee thereof, and all liability insurance policies shall show the Bank as an additional insured
and shall specify that the insurer must give at least twenty (20) days notice to Bank before canceling its policy for any reason;
provided that only ten (10) days notice shall be required in connection with cancellation for non-payment of premiums. Upon Bank’s
request, Borrower shall deliver to Bank Acord certificates evidencing such policies of insurance and evidence of the payments of
all premiums therefor. All proceeds payable under any such policy shall, at the option of Bank, be payable to Bank to be applied
on account of the Obligations.


 


6.7           Accounts.
Borrower shall (a) within five (5) Business Days after the Closing Date, maintain and shall cause each of its Domestic Subsidiaries
to maintain all but One Million Dollars ($1,000,000) of the aggregate amount of cash and cash equivalents in its depository, operating,
and investment accounts with Bank and (b) by March 15, 2017, maintain and shall cause each of its Domestic Subsidiaries to maintain
substantially all of the aggregate amount of cash and cash equivalents in its depository, operating, and investment accounts with
Bank; provided, however, that at all times, Borrower may maintain one or more accounts at other financial institutions to the extent
that such account(s) (i) are subject to a control agreement and (ii) at no time hold more than Five Hundred Thousand Dollars ($500,000)
of cash and cash equivalents. Notwithstanding anything to the contrary contained herein, until such time as a fully executed control
agreement has been delivered with respect to Borrower’s account(s) at JPMorgan Chase bank, N.A., which shall in no event
be later than five (5) Business Days after the Closing Date, Borrower shall maintain all proceeds of the Term Loans in accounts
with Bank.


 


6.8           Minimum
Liquidity. Borrower shall maintain at all times unrestricted cash and cash equivalents in accounts maintained with Bank or
subject to control agreements in favor of Bank, in an amount equal to or greater than three (3) times Borrower’s Monthly
Cash Burn.


 


6.9           Intentionally
Omitted.


 


6.10         Intellectual
Property Rights.


 


(a)          Borrower
shall, concurrently with the delivery of the monthly Compliance Certificate, give Bank written notice of any applications or registrations
of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and
the registration or application numbers, if any, and the filing of any applications or registrations with the United States Copyright
Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications
or registrations, and the date such applications or registrations will be filed.


 


(b)          Bank
may audit Borrower's Intellectual Property to confirm compliance with this Section, provided such audit may not occur more often
than once per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation,
to take, at Borrower's sole expense, any actions that Borrower is required under this Section to take but which Borrower fails
to take, after 15 days' notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable
expenses incurred in the reasonable exercise of its rights under this Section.


 




    	 	15	 



     


    

 


6.11         Formation
or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7
hereof, at the time that Borrower or any guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary
after the Closing Date, Borrower and such guarantor shall (a) cause such Subsidiary, if a Domestic Subsidiary, to provide to Bank
(i) a joinder to this Agreement, to cause such Subsidiary to become a co-borrower hereunder or (ii) a Guaranty and security agreement,
to cause such Subsidiary to become a guarantor hereunder; in each case, together with such appropriate financing statements and/or
control agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien
(subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary (subject to the limitations on the
Collateral described on Exhibit A), (b) provide to Bank appropriate certificates and powers and financing statements, pledging
the Shares in such new Subsidiary (in conformity with the definition of Shares herein), in form and substance satisfactory to Bank,
and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in its opinion is appropriate
with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument
executed or issued pursuant to this Section shall be a Loan Document.


 


6.12         Further
Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further
action as may reasonably be requested by Bank to effect the purposes of this Agreement.


 


7.          Negative
Covenants.


 


Borrower will not do any of the following:


 


7.1           Dispositions.
Without Bank’s prior written consent (not to be unreasonably withheld), convey, sell, lease, transfer or otherwise dispose
of (collectively, a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or
property, other than: (i) Transfers of Inventory in the ordinary course of business; (ii) Transfers of worn-out or obsolete Equipment
which was not financed by Bank; and (iii) in connection with Permitted Liens, Permitted Investments and Permitted Licenses.


 


7.2           Change
in Business; Change in Control or Executive Office. Engage in any business, or permit any of its Subsidiaries to engage in
any business, other than the businesses currently engaged in by Borrower and any business substantially similar or related thereto
(or incidental thereto); or cease to conduct business in the manner conducted by Borrower as of the Closing Date; or suffer or
permit a Change in Control; or without thirty (30) days prior written notification to Bank, relocate its chief executive office
or state of incorporation or change its legal name; or without Bank’s prior written consent, change the date on which its
fiscal year ends.


 


7.3           Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business
organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property
of another Person, other than in connection with Permitted Investments.


 


7.4           Indebtedness.
Create, incur, assume or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted
Indebtedness.


 


7.5           Encumbrances.
Create, incur, assume or suffer to exist any Lien with respect to any of its property (including without limitation, its Intellectual
Property), or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its
Subsidiaries to do so, except for Permitted Liens, or agree with any Person other than Bank not to grant a security interest in,
or otherwise encumber, any of its property (including without limitation, its Intellectual Property), or permit any Subsidiary
to do so.


 


7.6           Distributions.
Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital
stock, or permit any of its Subsidiaries to do so, except that Borrower may repurchase the stock of former employees pursuant to
stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving
effect to such repurchase.


 




    	 	16	 



     


    

 


7.7           Investments.
Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do,
other than Permitted Investments; or maintain or invest any of its cash or investments with a Person other than Bank or permit
any of its Domestic Subsidiaries to do so unless such Person has entered into an account control agreement with Bank in form and
substance satisfactory to Bank; or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts
such Subsidiary from paying dividends or otherwise distributing property to Borrower.


 


7.8           Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower
except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no
less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.


 


7.9           Subordinated
Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except
in compliance with the terms of such Subordinated Debt, or amend any provision contained in any documentation relating to the Subordinated
Debt without Bank’s prior written consent.


 


7.10         Inventory
and Equipment. Store the Inventory or the Equipment with a bailee, warehouseman, or other third party unless the third party
has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is
holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt,
where negotiable, covering such Inventory or Equipment. Store or maintain any Equipment or Inventory at a location other than the
location set forth in Section 10 of this Agreement.


 


7.11         Compliance.
Become an “investment company” or be controlled by an “investment company,” within the meaning of the Investment
Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending
credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose. Fail
to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to
occur, fail to comply with the Federal Fair Labor Standards Act or violate any law or regulation, which violation could have a
Material Adverse Effect, or a material adverse effect on the Collateral or the priority of Bank’s Lien on the Collateral,
or permit any of its Subsidiaries to do any of the foregoing.


 


7.12         Capital
Expenditures. Make or contract to make, without Bank’s prior written consent, capital expenditures, including leasehold
improvements, in any fiscal year in excess of the sum of One Hundred Fifty Thousand Dollars ($150,000) and the capital expenditures
included for such fiscal year in the projections delivered to Bank as of the Closing Date.


 


7.13         Assets
in Foreign Subsidiaries. Without Bank’s prior written consent (not to be unreasonably withheld), permit any Foreign Subsidiary
to maintain cash deposits in excess of Five Hundred Thousand Dollars ($500,000) or other assets in excess of what is required for
ordinary course operations, in each case, at any time and not to exceed the amounts contemplated by the projections delivered to
Bank as of the Closing Date.


 


8.             Events
of Default.


 


Any one or more of the following
events shall constitute an Event of Default by Borrower under this Agreement:


 


8.1           Payment
Default. If Borrower fails to pay, when due, any of the Obligations;


 


8.2           Covenant
Default.


 


(a)          If
Borrower fails to perform any obligation under Article 6 or violates any of the covenants contained in Article 7 of this Agreement;
or


 




    	 	17	 



     


    

 


(b)          If
Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement,
in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under
such other term, provision, condition or covenant that can be cured, has failed to cure such default within ten days after Borrower
receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its
nature be cured within the ten day period or cannot after diligent attempts by Borrower be cured within such ten day period, and
such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall
not in any case exceed 30 days) to attempt to cure such default, and within such reasonable time period the failure to have cured
such default shall not be deemed an Event of Default but no Credit Extensions will be made.


 


8.3           Material
Adverse Effect. If there occurs any circumstance or circumstances that could have a Material Adverse Effect;


 


8.4           Attachment.
If any material portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon,
or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ
or distress warrant or levy has not been removed, discharged or rescinded within ten (10) days, or if Borrower is enjoined, restrained,
or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment
or other claim becomes a lien or encumbrance upon any material portion of Borrower’s assets, or if a notice of lien, levy,
or assessment is filed of record with respect to any of Borrower’s assets by the United States Government, or any department,
agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within
ten (10) days after Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default
where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower (provided that
no Credit Extensions will be required to be made during such cure period);


 


8.5           Insolvency.
If Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency Proceeding is commenced
against Borrower and is not dismissed or stayed within thirty (30) days (provided that no Credit Extensions will be made prior
to the dismissal of such Insolvency Proceeding);


 


8.6           Other
Agreements. If there is a default or other failure to perform in any agreement to which Borrower is a party or by which it
is bound resulting in a right by a third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness
in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) or which could have a Material Adverse Effect;


 


8.7           Judgments.
If a final, non-appealable judgment or judgments for the payment of money in an amount, individually or in the aggregate, shall
be rendered against Borrower and more than Two Hundred Fifty Thousand Dollars ($250,000) of such judgment or judgments shall not
be covered by Borrower’s insurance, and such judgment or judgments shall remain unsatisfied and unstayed for a period of
twenty (20) days (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment); or


 


8.8           Misrepresentations.
If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth
herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter
into this Agreement or any other Loan Document, provided that Borrower shall be permitted to update the Schedule with respect to
(i) inbound licenses and co-owned Intellectual Property entered into or acquired after the date hereof, and (ii) additional locations
of Inventory and Equipment, to the extent necessary to avoid misrepresentations or misstatements of the representations in Sections
5.6 and 5.7 regarding Borrower’s sole ownership of Intellectual Property and locations at which Inventory and Equipment is
located.


 


8.9           Guaranty.
If any guaranty of all or a portion of the Obligations (a “Guaranty”) ceases for any reason to be in full force
and effect, or any guarantor fails to perform any obligation under any Guaranty or a security agreement securing any Guaranty
(collectively, the “Guaranty Documents”), or any event of default occurs under any Guaranty Document or any guarantor
revokes or purports to revoke a Guaranty, or any material misrepresentation or material misstatement exists now or hereafter in
any warranty or representation set forth in any Guaranty Document or in any certificate delivered to Bank in connection with any
Guaranty Document, or if any of the circumstances described in Sections 8.3 through 8.8 occur with respect to any guarantor, or
any circumstances arise causing Bank, in good faith, to become insecure as to the satisfaction of any of any guarantor’s
obligations under the Guaranty Documents.


 






    	 	18	 



     


    

 


9.          Bank’s
Rights and Remedies.


 


9.1           Rights
and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice
of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:


 


(a)          Declare
all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable
(provided that upon the occurrence of an Event of Default described in Section 8.5, all Obligations shall become immediately due
and payable without any action by Bank);


 


(b)          Cease
advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between
Borrower and Bank;


 


(c)          Settle
or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably
considers advisable;


 


(d)          Make
such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Borrower
agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Borrower
authorizes Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any
part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears
to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any
of Borrower’s owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and to occupy
the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise;


 


(e)          Set
off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Bank, or (ii) indebtedness at any time
owing to or for the credit or the account of Borrower held by Bank;


 


(f)          Ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein)
the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use,
without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks,
service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production
of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section
9.1, Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit;


 


(g)          Dispose
of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including
Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever
manner or order Bank deems appropriate;


 


(h)          Bank
may credit bid and purchase at any public sale; and


 


(i)          Any
deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.


 




    	 	19	 



     


    

 


9.2           Power
of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably
appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a)
send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse
Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign
Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments
of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust
all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims
respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g)
to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the
Collateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers,
being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s
obligation to provide Credit Extensions hereunder is terminated.


 


9.3           Accounts
Collection. At any time after the occurrence of an Event of Default, (a) Bank may notify any Person owing funds to Borrower
of Bank’s security interest in such funds and verify the amount of such Account, and (b) Borrower shall collect all amounts
owing to Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank
in their original form as received from the account debtor, with proper endorsements for deposit.


 


9.4           Bank
Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as
required under the terms of this Agreement, then Bank may do any or all of the following after reasonable notice to Borrower: (a)
make payment of the same or any part thereof; (b) set up such reserves under a loan facility in Section 2.1 as Bank deems necessary
to protect Bank from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed
in Section 6.6 of this Agreement, and take any action with respect to such policies as Bank deems prudent. Any amounts so paid
or deposited by Bank shall constitute Bank Expenses, shall be immediately due and payable, and shall bear interest at the then
applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Bank shall not constitute an
agreement by Bank to make similar payments in the future or a waiver by Bank of any Event of Default under this Agreement.


 


9.5           Bank’s
Liability for Collateral. So long as Bank complies with reasonable banking practices, Bank shall not in any way or
manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or
arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any
carrier, warehouseman, bailee, forwarding agency, or other person whomsoever. All risk of loss, damage or destruction of the
Collateral shall be borne by Borrower.


 


9.6           Remedies
Cumulative. Bank’s rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative.
Bank shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise
by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on Borrower’s part
shall be deemed a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by
Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective only in the specific
instance and for the specific purpose for which it was given.


 


9.7           Demand;
Protest. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment,
notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments,
chattel paper, and guarantees at any time held by Bank on which Borrower may in any way be liable.


 


10.         Notices.


 


All notices,
consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must
be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and
three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with
proper postage prepaid; (b) upon transmission, when sent by electronic mail; (c) one (1) Business Day after deposit with a reputable
overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed
to the party to be notified and sent to the address or email address indicated below. Bank or Borrower may change its mailing
or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of
this Section 10.


 






    	 	20	 



     


    

 


	If to Borrower:	EKSO BIONICS HOLDINGS, INC.
	 	EKSO BIONICS, INC.
	 	1414 Harbour Way South, Suite 1201
	 	Richmond, CA 94804
	 	Attn:  Max Scheder-Bieschin, CFO
	 	EMAIL: _________________
	 	 
	If to Bank:	Bridge Bank, a division of Western Alliance Bank
	 	55 Almaden Boulevard, Suite 100
	 	San Jose, CA 95113
	 	Attn:  Loan Operations
	 	 
	With a copy to:	Bridge Bank, a division of Western Alliance Bank
	 	12220 El Camino Real, Suite 100
	 	San Diego, CA 92130
	 	Attn:  Robert C. Lake, SVP, Head of Life Sciences
	 	EMAIL: rob.lake@bridgebank.com


 


The parties
hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given
to the other.


 


11.         Choice
of Law and Venue; Jury Trial Waiver.


 


This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles
of conflicts of law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located
in the County of Santa Clara, State of California. BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY
RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY
REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS
JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


12.         Judicial
Reference Provision.


 


12.1         In
the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference
Provision.


 


12.2         With
the exception of the items specified in Section 12.3, below, any controversy, dispute or claim (each, a “Claim”)
between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned
parties (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding
in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”),
or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the
Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding
will be in the state or federal court in the county or district where the real property involved in the action, if any, is located
or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).


 






    	 	21	 



     


    

 


12.3         The
matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real
or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver
and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession,
temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise
or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction
any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the
right of any party to a reference pursuant to this reference provision as provided herein.


 


12.4         The
referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within
ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the
Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte
or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP
§ 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his
or her representative).


 


12.5         The
parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested,
subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting
conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact
within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20)
days after the matter has been submitted for decision.


 


12.6         The
referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines
or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise
ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions
may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15)
days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee
whose decision shall be final and binding.


 


12.7         Except
as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including
the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course
of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without
a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee,
and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to
arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties
will equally share the cost of the referee and the court reporter at trial.


 


12.8         The
referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California.
The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding.
The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties
and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment
or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims
of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as
a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding
and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order
entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision,
and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding
under this provision.


 




    	 	22	 



     


    

 


12.9         If
the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute
between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The
arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through
§1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to
any such arbitration proceeding.


 


12.10         THE
PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED
BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN
CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL
APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS.


 


13.         General
Provisions.


 


13.1         Successors
and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each
of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without Bank’s
prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without
the consent of or notice to Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest
in, Bank’s obligations, rights and benefits hereunder.


 


13.2         Indemnification.
Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands,
claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement;
and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank as a result of or in any way arising out of,
following, or consequential to transactions between Bank and Borrower whether under this Agreement, or otherwise (including without
limitation reasonable attorneys’ fees and expenses), except for losses caused by Bank’s gross negligence or willful
misconduct.


 


13.3         Time
of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.


 


13.4         Severability
of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose
of determining the legal enforceability of any specific provision.


 


13.5         Amendments
in Writing, Integration. Neither this Agreement nor the Loan Documents can be amended or terminated orally. All prior agreements,
understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of
this Agreement and the Loan Documents, if any, are merged into this Agreement and the Loan Documents.


 


13.6         Counterparts.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one
and the same Agreement.


 


13.7         Survival.
All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations
remain outstanding or Bank has any obligation to make Credit Extensions to Borrower. The obligations of Borrower to indemnify Bank
with respect to the expenses, damages, losses, costs and liabilities described in Section 13.2 shall survive until all applicable
statute of limitations periods with respect to actions that may be brought against Bank have run.


 






    	 	23	 



     


    

 





13.8         Confidentiality.
In handling any confidential information Bank and all employees and agents of Bank, including but not limited to
accountants, shall exercise the same degree of care that it exercises with respect to its own proprietary information of the
same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this
Agreement except that disclosure of such information may be made (i) except upon the occurrence and during the continuance of
an Event of Default, to the subsidiaries or affiliates of Bank in connection with their present or prospective business
relations with Borrower, subject to execution of a confidentiality agreement by such subsidiaries or affiliates containing
provisions substantially similar to those contained in this Section, (ii) except upon the occurrence and during the
continuance of an Event of Default, to prospective transferees or purchasers of any interest in the Loans, subject to
execution of a confidentiality agreement by such transferees or purchasers containing provisions substantially similar to
those contained in this Section, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar
order, (iv) as may be required in connection with the examination, audit or similar investigation of Bank and (v) as Bank may
determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include
information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or
becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by a third
party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.


 


13.9         Patriot
Act Notice. Bank notifies Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed
into law on October 26, 2001) (the “ Patriot Act “), it is required to obtain, verify and record information that identifies
Borrower, which information includes names and addresses and other information that will allow Bank to identify the Borrower in
accordance with the Patriot Act.


 


14.         Notice
of Final Agreement.


 


BY SIGNING
THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES,
(B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE
OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.


 


[Balance of Page Intentionally Left Blank]


 




    	 	24	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first above written.


 


	 	EKSO BIONICS HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Max Scheder-Bieschin
	 	Title:	Chief Financial Officer 
	 	 	 
	 	EKSO BIONICS, INC.
	 	 	 
	 	By:	/s/ Max Scheder-Bieschin
	 	Title:	Chief Financial Officer 
	 	 	 
	 	Western alliance bank, an Arizona corporation
	 	 	 
	 	By:	Bill Wickline
	 	Title:	VP, Director of Portfolio Management


 




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EXHIBIT A


 


	DEBTOR:	EKSO BIONICS HOLDINGS, INC.
	 	 
	SECURED PARTY:	WESTERN ALLIANCE BANK, an Arizona Corporation


 


COLLATERAL DESCRIPTION ATTACHMENT


TO LOAN AND SECURITY AGREEMENT


 


All personal property of Borrower (herein
referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and
wherever located, including, but not limited to:


 


(a)          all
accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit
accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles
(including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including
all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment
property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and
records with respect to any of the foregoing, and the computers and equipment containing said books and records;


 


(b)          any
and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all
supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in
the California Uniform Commercial Code, as amended or supplemented from time to time.


 


Notwithstanding the foregoing, the Collateral
shall not include any copyrights, patents, trademarks, servicemarks and applications therefor, now owned or hereafter acquired,
or any claims for damages by way of any past, present and future infringement of any of the foregoing (collectively, the “Intellectual
Property”); provided, however, that the Collateral shall include all accounts and general intangibles that consist of rights
to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the foregoing (the “Rights
to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security
interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral
shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit
perfection of Bank’s security interest in the Rights to Payment.


 


Notwithstanding the foregoing, the Collateral
shall not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock
owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter.


 




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EXHIBIT A


 


	DEBTOR:	EKSO BIONICS, INC.
	 	 
	SECURED PARTY:	WESTERN ALLIANCE BANK, an Arizona Corporation


 


COLLATERAL DESCRIPTION ATTACHMENT


TO LOAN AND SECURITY AGREEMENT


 


All personal property of Borrower (herein
referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and
wherever located, including, but not limited to:


 


(a)          all
accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit
accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles
(including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including
all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment
property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and
records with respect to any of the foregoing, and the computers and equipment containing said books and records;


 


(b)          any
and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all
supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in
the California Uniform Commercial Code, as amended or supplemented from time to time.


 


Notwithstanding the foregoing, the Collateral
shall not include any copyrights, patents, trademarks, servicemarks and applications therefor, now owned or hereafter acquired,
or any claims for damages by way of any past, present and future infringement of any of the foregoing (collectively, the “Intellectual
Property”); provided, however, that the Collateral shall include all accounts and general intangibles that consist of rights
to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the foregoing (the “Rights
to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security
interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral
shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit
perfection of Bank’s security interest in the Rights to Payment.


 


Notwithstanding the foregoing, the Collateral
shall not include more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock
owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter.


 






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